Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) independent directors about
Independent opinions on matters related to the eighth meeting of the third board of directors
In accordance with the relevant provisions of the code for the governance of listed companies, the rules for independent directors of listed companies, the Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) articles of Association (hereinafter referred to as the "articles of association"), the Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) independent director system (hereinafter referred to as the "independent director system"), we, as independent directors of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) (hereinafter referred to as the "company"), based on the principle of prudence and independent judgment, We hereby express the following independent opinions on matters related to the eighth meeting of the third board of directors:
1、 Independent opinions on the proposal on the company's profit distribution plan in 2021
After verification, we believe that the company's profit distribution plan for 2021 is formulated on the premise of ensuring the company's normal operation and long-term development by comprehensively considering the company's current overall operation, development stage, major capital expenditure during the reporting period, future business plan and medium and long-term development strategy. The profit distribution plan complies with the requirements of laws, regulations and other normative documents, the provisions of the articles of association, the actual operation status and future development needs of the company, there is no damage to the rights and interests of the company and minority shareholders, and the long-term interests of the company and all shareholders. We agree to the proposal on the company's profit distribution plan for 2021 and agree to submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the proposal on the special report on the deposit and use of raised funds in 2021
After verification, we believe that the deposit and use of the company's raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies. The contents of the report are true, accurate and complete, without false records, misleading statements and major omissions. It truthfully reflects the deposit and use of the company's raised funds in 2021, and there are no violations of the deposit and use of raised funds. And agreed to submit the matter to the general meeting of shareholders of the company for deliberation
3、 Independent opinions on the proposal on self evaluation report of internal control in 2021
After review, we believe that the company's self-evaluation report on internal control in 2021 meets the requirements of relevant laws, regulations and normative documents, truly and accurately reflects the company's internal control status, and there are no false records, misleading statements or major omissions, which objectively evaluates the effectiveness of the company's internal control. The company has developed a relatively mature system in all major business links and levels. All business activities are carried out in strict accordance with the provisions of relevant systems, which is reasonable, complete and effective, and there are no major defects and abnormalities. In conclusion, we agree with the motion.
4、 Independent opinions on the proposal on the remuneration of directors, supervisors and senior managers in 2021 and the remuneration scheme in 2022
After review, we believe that the remuneration of the company's directors, supervisors and senior managers in 2021 and the remuneration plan in 2022 are formulated according to the remuneration level of the company's industry and scale and in combination with the actual operation of the company, and the procedures are legal and effective. There is no damage to the interests of the company and shareholders, and it complies with the provisions of relevant laws and regulations and the articles of association. It is agreed to submit it to the general meeting of shareholders for deliberation.
5、 Independent opinions on the proposal on the company's application for comprehensive credit line from the bank in 2022
After examination, we believe that applying for bank credit and meeting the needs of the company's operation is conducive to its business development and in line with the interests of the company. The company can effectively control and prevent risks, which will not adversely affect the normal operation of the company, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. The relevant matters have fulfilled the necessary approval procedures and comply with the relevant laws and regulations of the CSRC and Shenzhen Stock Exchange. We agree to the proposal and submit it to the general meeting of shareholders for deliberation.
6、 Independent opinions on the proposal on renewing the appointment of audit institutions
After verification, we believe that Rongcheng Certified Public Accountants (special general partnership) has the qualification to engage in the audit of securities and futures related businesses and can independently complete the audit of the company's financial situation. The decision-making procedure of this engagement of an accounting firm complies with relevant laws, regulations and relevant systems of the company, and there is no damage to the interests of the company and shareholders. Therefore, we agreed to continue to employ Rongcheng Certified Public Accountants (special general partnership) as the company's audit institution in 2022 to be responsible for the company's financial audit, and agreed to submit the matter to the general meeting of shareholders for deliberation.
7、 Independent opinions on the proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects
After verification, we believe that according to the provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the company adjusts the economic benefits of the project used by the funds raised by public issuance of convertible corporate bonds, The company has prepared the feasibility analysis report on the use of funds raised by Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) issuing convertible corporate bonds to unspecified objects (Revised Version). We unanimously agree to the feasibility analysis report on the use of funds raised by Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) issuing convertible corporate bonds to unspecified objects (Revised Version).
8、 Proposal on the company's non recurring profit and loss statement from 2019 to 2021
After verification, we believe that: we believe that the detailed statement of non recurring profits and losses from 2019 to 2021 prepared by the company objectively and truly reflects the non recurring profits and losses of the company during the reporting period, and there is no damage to the interests of the company or its shareholders, especially the minority shareholders. Rongcheng Certified Public Accountants (special general partnership) hired by the company issued the verification report of non recurring profits and losses (Rongcheng zhuanzi [2022] No. 210z0038). We unanimously agree to the proposal on the company's non recurring profit and loss statement from 2019 to 2021. 9、 Independent opinions on the occupation of the company's funds by controlling shareholders and other related parties and the company's external guarantee in 2021
After verification, we believe that in 2021, the company did not occupy the company's funds by the controlling shareholders and other related parties, nor did the company provide guarantees for the controlling shareholders and other related parties, any unincorporated units or individuals
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(there is no text on this page, which is the signature page of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) independent director's independent opinions on matters related to the eighth meeting of the third board of directors) signed by the independent director:
Cao Chengbao, fan Yaoming, Zhang Jin
March 18, 2022
